Terms of Service

These Terms of Service ("Terms") form a binding agreement between Audexum EOOD, a limited liability company organised under the laws of the Republic of Bulgaria (the "Operator", "we", "us", "our"), and you, either personally if contracting in your own name or the legal entity you represent ("you", "your", "Customer").

In these Terms:

• Service means the audexum.com website, the web Studio, the REST API at audexum.com/api, the SDKs, the documentation, and any related software or content we make available.
• Account means the credentials, settings, plan, billing record, API keys, and usage data we maintain for you.
• Input means the text, parameters, presets, API keys, and any other data you submit to the Service.
• Output means the synthesized audio and associated metadata produced by the Service from your Input.
• API Key means the secret credential starting with sk_live_ we issue to authenticate requests.
• Documentation means the technical material at audexum.com/docs as updated from time to time.

By creating an Account, generating an API Key, calling the API, or using the Studio, you confirm you have read, understood, and accept these Terms, our Privacy Policy, our Acceptable Use Policy, and our Cookie Policy (together, the "Agreement"). If you do not agree, you must not use the Service.

We may modify the Agreement at any time. Material changes are announced on the site and, where you have an Account, by email at least 30 days before they take effect. Non-material changes (clarifications, typo fixes, sub-processor list updates) take effect on posting. Continued use of the Service after the effective date constitutes acceptance. If you object, your sole remedy is to close your Account before the change takes effect.

You may use the Service only if all of the following are true:

• You are at least 16 years of age.
• You have the legal capacity to enter into this Agreement under the laws of your country of residence; if you contract on behalf of an entity, you have authority to bind it.
• You are not located in, ordinarily resident in, or a national of any country, or otherwise a person, subject to comprehensive economic sanctions administered by the European Union, the United Kingdom, the United States, or the United Nations.
• You have not previously been suspended or terminated from the Service.

You are responsible for keeping your Account credentials, API Keys, session cookies, and OAuth tokens confidential. Anything done with your API Key or session is deemed done by you, and you are responsible for it, until you revoke the credential and notify us. We are not liable for loss arising from compromised credentials.

Subject to your continuous compliance with the Agreement and timely payment of all fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide licence during the term of this Agreement to:

• access and use the Service for your internal business or personal purposes;
• generate Output and use, reproduce, distribute, publicly perform, and create derivative works of the Output in your own products, content, and applications, subject to the restrictions in Section 6 and the Acceptable Use Policy;
• integrate the API into your application provided that you do not expose API Keys to end users and do not resell raw API access without our prior written consent.

All rights not expressly granted are reserved by us. Nothing in this Agreement transfers ownership of the Service or any model, weight, voice asset, software, documentation, mark, or trade secret of ours to you.

You must use the Service in compliance with the Acceptable Use Policy, which is incorporated into these Terms by reference. Without limiting the AUP, you specifically agree not to:

• impersonate any natural person, including by generating audio that purports to be a real individual without that person's prior, explicit, informed, written consent;
• generate audio depicting any politician, public official, election candidate, head of state, or other public figure in a manner reasonably capable of misleading listeners as to authenticity;
• generate sexual content involving minors, or content that sexualises any person who is, or appears to be, under 18; we cooperate with law enforcement on any such suspected content without notice to you;
• generate content that is unlawful, defamatory, fraudulent, deceptive, harassing, threatening, or that incites violence, hatred, terrorism, or self-harm;
• use the Service to perform automated calling, robocalling, IVR scams, vishing, or any unsolicited telephony in violation of applicable telecommunications law;
• use the Output, the Service, or any part of either to train, fine-tune, evaluate, distil, or otherwise develop a competing text-to-speech, speech synthesis, or voice-cloning model or service;
• scrape, crawl, mirror, reverse engineer, decompile, or attempt to extract model weights, training data, or voice embeddings from the Service;
• bypass rate limits, quotas, authentication, paywalls, or abuse-prevention mechanisms, or circumvent any technical access control;
• resell, sublicense, white-label, or wholesale the Service to third parties without a separate signed reseller agreement;
• use the Service in any way that infringes the intellectual property, privacy, publicity, or other rights of any third party.

We may, but are not obligated to, monitor or review Inputs and Output to enforce this Section. Violation is a material breach and may result in immediate suspension or termination, forfeiture of unused balance, and referral to law enforcement.

The Output is generated by an artificial intelligence system. You acknowledge and agree that:

• Output may contain inaccuracies, mispronunciations, unintended artefacts, or content that does not reflect your intent; you are solely responsible for reviewing Output before relying on or publishing it;
• where required by Regulation (EU) 2024/1689 (the "AI Act"), in particular Article 50, or any other applicable law, you must clearly and visibly disclose to listeners, recipients, and end users that the audio is AI-generated, including in any deepfake or synthetic-media context;
• we may embed a machine-readable marker, watermark, or metadata tag in the Output identifying it as synthetic; you must not remove, alter, conceal, or disable such markers;
• you are solely responsible for any downstream labelling, disclosure, captioning, content-moderation, age-gating, or human-review obligations imposed on the Output by the laws applicable to your use case.

We do not offer voice cloning of natural persons. The preset voices we provide are either fully synthetic or licensed from voice actors who have consented to the use. You must not use the Service to attempt to clone, mimic, or replicate the voice of any identifiable real person.

Your Input. You retain ownership of your Input. You grant us a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, process, and display the Input solely to operate the Service, generate Output, enforce the Agreement, comply with law, and produce de-identified aggregate analytics. This licence ends when we delete the Input under our retention schedule.

Your Output. Subject to your compliance with the Agreement and payment of fees, you own the Output you generate. You may use it commercially. We assert no copyright in the Output and will not pursue claims of authorship against you over the Output, but we make no representation that Output is copyrightable or eligible for trademark or other registration in any jurisdiction.

Our IP. The Service, including all software, model weights, voice assets, training methodology, user-interface designs, source code, the names "Audexum", "Supertonic", the waveform mark, and all related trademarks, trade dress, and goodwill, are and remain our exclusive property or the property of our licensors. Nothing in this Agreement transfers any of those rights to you.

Feedback. If you send us suggestions, comments, error reports, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide, fully sublicensable licence to use the Feedback for any purpose, without compensation or attribution.

We offer a free tier and paid subscription plans, with monthly character allowances and rates published at audexum.com/pricing. Pay-as-you-go ("PAYG") usage is billed in EUR at the rate in effect when consumed.

• Currency. All fees are quoted and charged in euros (EUR).
• Billing. Subscriptions bill in advance for the upcoming month. PAYG usage is aggregated and billed monthly in arrears.
• Taxes. Fees are exclusive of any value-added tax (VAT), goods-and-services tax (GST), sales tax, or similar levy, which is added at the rate applicable to your jurisdiction (including under the EU VAT MOSS / OSS schemes). You are responsible for any withholding tax imposed on your payments.
• Payment provider. Payments are processed by Stripe Payments Europe Ltd. You authorise us and Stripe to charge your designated payment method for all fees due, including renewals and PAYG charges, until you cancel.
• Failed payments. If a payment fails, we may retry the charge, suspend the Service, downgrade your plan to the free tier, or terminate the Account.
• Price changes. We may change our prices on 30 days' notice. New prices apply at the start of your next billing cycle. If you do not accept the change, your sole remedy is to cancel before the cycle starts.
• No setoff. All payments are made without setoff, counterclaim, or deduction.

The free tier is offered "as available" and may be modified, throttled, downgraded, rate-limited, or discontinued by us at any time at our sole discretion, without notice, and without liability. Free tier usage is for evaluation and small personal projects only. We may suspend any free tier Account that we reasonably believe is being used to evade paid limits.

If you are a consumer ordinarily resident in the European Union, you ordinarily have a 14-day right of withdrawal from the day you subscribe to a paid plan under Directive 2011/83/EU. By creating an Account on a paid plan and beginning to use the Service (including generating any Output) before the 14-day period expires, you expressly request immediate performance and acknowledge that you lose your right of withdrawal in accordance with Article 16(m) of Directive 2011/83/EU (digital content supplied otherwise than on a tangible medium where performance has begun with your prior express consent).

Outside this right of withdrawal, fees are non-refundable except where required by mandatory law. We may, at our sole discretion, issue a prorated credit for verified Service outages exceeding 24 consecutive hours in a calendar month, with the credit capped at the prorated subscription fee for the affected period. Credits expire at the end of the next billing cycle, are not exchangeable for cash, and are not transferable.

The Agreement starts when you create an Account or first use the Service and continues until terminated. You may terminate at any time from the dashboard or by email to [email protected]; termination is effective at the end of the then-current billing cycle.

We may suspend or terminate your Account, your access to the Service, or this Agreement, with or without notice, if:

• you breach the Agreement, including the AUP;
• we reasonably believe your use creates legal, regulatory, security, reputational, or operational risk to us, our other customers, or any third party;
• your payment method fails and is not cured within 7 days;
• required by law, court order, or instruction from a competent authority;
• we discontinue the Service or a feature.

On termination: (a) your right to use the Service ends immediately; (b) we may delete your Inputs, Output cached on our servers, presets, batch jobs, and history; (c) provisions that by their nature should survive (including Sections 4–7, 11–24) survive; (d) prepaid fees are forfeited except where mandatory consumer law requires otherwise; (e) accrued but unpaid fees remain due.

We target, but do not guarantee, 99% monthly uptime. The Service may be unavailable due to scheduled maintenance, emergency maintenance, upgrades, capacity constraints, third-party outages, denial-of-service attacks, or force majeure. We do not offer a service-level agreement (SLA) outside an executed enterprise contract. The Service is not designed for, and you must not use it in, any application where failure could cause death, personal injury, environmental harm, or critical-infrastructure disruption (including emergency communication, life-support, autonomous-vehicle control, or nuclear/aviation/medical-device control).

To the maximum extent permitted by applicable law, the Service, the Output, and all related materials are provided "as is" and "as available", with all faults, and without warranty of any kind, whether express, implied, or statutory. We expressly disclaim all warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, quiet enjoyment, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, secure, free of viruses or harmful components, or that Output will meet your expectations or be suitable for any particular use.

Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited, including for death or personal injury caused by negligence, fraud, or mandatory consumer protections.

To the maximum extent permitted by applicable law, in no event shall the operator, its affiliates, officers, directors, employees, agents, contractors, licensors, or sub-processors be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business, goodwill, data, use, or substitute services, whether in contract, tort (including negligence), strict liability, statute, or any other theory, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our total aggregate liability arising out of or in connection with the Agreement or the Service, regardless of the form of action, shall not exceed the lesser of (a) one hundred euros (€100); or (b) the total fees actually paid by you to us under this Agreement in the three (3) calendar months immediately preceding the event giving rise to the claim.

The exclusions and limits in this Section apply to the fullest extent permitted by law and do not exclude liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or under mandatory consumer-protection law. If you are an EU consumer and any of these limits would be unenforceable against you, the limit closest to the cap above that is enforceable will apply instead.

You will defend, indemnify, and hold harmless the Operator, its affiliates, shareholders, officers, directors, employees, contractors, agents, licensors, and sub-processors (the "Indemnitees") from and against any and all claims, demands, actions, proceedings, losses, damages, fines, penalties, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• your Input or your Output, including any claim that they infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, moral, or other right;
• your use or misuse of the Service, the API, the Studio, or any Output;
• your breach of the Agreement, including any breach of representations, warranties, or covenants you make;
• your violation of any applicable law, regulation, or third-party agreement;
• your failure to disclose AI-generation as required by the AI Act or other law;
• any content you generate that depicts, references, or is attributed to a real person, public figure, brand, fictional character, or organisation;
• any dispute between you and a third party (including your end users) relating in any way to your use of the Service.

We will: (a) promptly notify you of the claim (failure to notify will not relieve you of the indemnity obligation except to the extent we are materially prejudiced); (b) give you sole control of the defence and settlement, provided that any settlement imposing non-monetary obligations on us, requiring an admission of wrongdoing by us, or that fails to fully release us, requires our prior written consent; and (c) provide reasonable cooperation at your expense.

This indemnity is in addition to, and not in lieu of, the limitations of liability in Section 14. The cap in Section 14 does not apply to your indemnification obligations under this Section 15.

By using the Service, you represent and warrant on a continuing basis that:

• you have the right to submit each Input and all rights, licences, and consents necessary for the Operator to process the Input and produce the Output;
• your Input and your use of the Output will comply with all applicable laws, including export-control, sanctions, data-protection, telecommunications, advertising, consumer-protection, and intellectual-property laws;
• where Input references, names, depicts, mimics, or is attributable to any natural person, you have that person's prior, explicit, informed, written consent;
• you will not use the Service in a manner that would cause the Operator to violate any law or third-party agreement.

Each party may disclose information that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will: (a) use the Confidential Information solely to perform under the Agreement; (b) protect it with at least the same care as it uses for its own confidential information of like kind, but in no event less than a reasonable standard; and (c) not disclose it to third parties except to its personnel and professional advisors who are bound by similar duties. API Keys are deemed your Confidential Information; the Service's pricing, internal performance metrics, and non-public documentation are deemed our Confidential Information. This Section survives termination for five years.

Our processing of personal data is described in our Privacy Policy. Where you submit personal data of third parties through the Service, you are the controller and we are the processor under Article 4 GDPR. Our standard Data Processing Addendum applies and is available on request to [email protected]. You confirm you have a lawful basis under Article 6 GDPR (and Article 9 where applicable) for each submission and have given all required notices to the data subjects.

The Service and the underlying models may be subject to EU export-control regulations (including Regulation (EU) 2021/821) and US export-control regulations. You will not access, use, export, re-export, or transfer the Service in violation of any such law. You represent that you, your end users, and your beneficial owners are not (a) located in, ordinarily resident in, or organised under the laws of any country subject to comprehensive sanctions, or (b) listed on any EU, UK, US, or UN sanctions list.

Neither party will be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, war, terrorism, sabotage, civil unrest, governmental action, labour dispute, embargo, internet or telecommunications outage, denial-of-service attack, GPU or hardware shortage, supplier failure, pandemic, or epidemic. Payment obligations are not excused.

You may not assign, transfer, or delegate the Agreement or any rights or obligations under it without our prior written consent, including by operation of law or in a change of control. Any attempted assignment in breach of this Section is void. We may freely assign or novate the Agreement, including in connection with a merger, acquisition, financing, or sale of all or substantially all of our assets.

Notices to you may be given by email to the address associated with your Account, by posting on the site, or by in-product notification, at our option, and are deemed received when sent or posted. Notices to us must be in writing in English and sent to [email protected] with a copy posted to our registered address as published on the site.

The Agreement and any non-contractual obligations arising out of or in connection with it are governed by, and construed in accordance with, the laws of the Republic of Bulgaria, excluding its conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods.

Business customers. The competent courts in Sofia, Bulgaria have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement, and you irrevocably submit to that jurisdiction.

EU consumers. If you are a consumer ordinarily resident in the EU, you may bring proceedings in the courts of your country of residence and benefit from any mandatory consumer-protection law of that country that cannot be derogated from by agreement. The European Commission provides an Online Dispute Resolution platform at ec.europa.eu/consumers/odr. We are not obliged to, and at present do not, participate in alternative dispute resolution before any consumer arbitration board. Our email for the purpose of ODR is [email protected].

• Entire agreement. The Agreement is the entire understanding between the parties on its subject and supersedes all prior or contemporaneous communications.
• Severability. If a court of competent jurisdiction holds any provision unenforceable, the remainder remains in full force, and the unenforceable provision is reformed to the minimum extent needed to make it enforceable while preserving its intent.
• No waiver. Failure or delay in enforcing any right does not waive it.
• No agency. The parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, or employment relationship.
• No third-party beneficiaries. The Agreement is for the benefit of the parties only, except that the Indemnitees in Section 15 may enforce that Section directly.
• Language. The English text controls. Translations are provided for convenience.
• Headings. Headings are for convenience only and do not affect interpretation.
• Counterparts and electronic signatures. Acceptance by clicking, account creation, or API use has the same effect as a handwritten signature.

• Legal entity: Audexum EOOD (Bulgaria, EU)
• Registered seat: [to be inserted on registration]
• UIC / VAT: [to be inserted on registration]
• Legal / contracts / takedowns: [email protected]
• Privacy / GDPR requests: [email protected]
• Abuse / AUP reports: [email protected]
• Security / vulnerability disclosure: [email protected]